Retained Property. During the Consulting Period, Marciano shall retain all property of the Company in his possession, including, but not limited to, credit cards, security key cards, telephone cards, car service cards, computer software or hardware, Company identification cards, Company records and copies of records, correspondence and copies of correspondence and other books or manuals issued by the Company.
Retained Property. Employee represents that he has returned all property of the Company in his possession, including but not limited to credit cards, security key cards, telephone cards, car service cards, computer software or hardware, company identification cards, Company records and copies of records, correspondence and copies of correspondence and other books or manuals issued by the Company. Employee also warrants that he has no debts to or loans from the Company. Notwithstanding the foregoing, Employee shall have the right to retain (i) duplicate photocopies of books and records of the Company that do not fall within the category of "Confidential Information" (as defined below) and (ii) all personal property of the Employee located on the premises of the Company.
Retained Property. Seller shall retain ownership of the land and an office building consisting of approximately 295,000 square feet of gross building area (“Building A”) and other related improvements known as 000 Xxxxxxxx Xxx, Xxxxxx Xxxx, Xxxxxxxxxx (APN 94-122-140) together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the real property; (b) all development rights, air rights, air credits, water, water rights and water stock relating to the real property; and (c) all right, title and interest of Seller in and to any easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property (the “Retained Property”). Building A and Building B are currently connected by a skywalk, which Buyer may elect, in its sole discretion, to be included in the Property being sold to Buyer. Buyer will give notice of its election to acquire the skywalk on or before the end of the Due Diligence Period (as defined in Section 3.1.1).
Retained Property. (a) The parties confirm that the Retained Property will not be conveyed by Transferor to Empire and that Transferor shall have the exclusive right to develop, operate, maintain, lease or transfer the Retained Property or any portion thereof. In addition, the parties confirm that (x) the Monster and International golf courses themselves, plus the property within a 100 foot setback line from such golf courses (and such additional land which may be required by applicable law), are intended to be (and will be) conveyed by Transferor to Empire at the Closing, and (y) certain unsubdivided property outside of such setback area (the "Additional Property") will be conveyed by Transferor to Empire at Closing, but such Additional Property is intended by the parties to be retained and used by Transferor in connection with the Retained Property. Subsequent to the Closing, Empire will, (i) at Empire's cost as provided above, exercise the lessee's purchase option under the ground lease for the Monster golf course, and (ii) at Transferor's cost, cause the Additional Property to be subdivided and conveyed back to Transferor (for no additional consideration), which conveyance by Empire shall be free and clear of all liens and encumbrances other than those applicable to the Additional Property at the time of its conveyance to Empire and those imposed in connection with the subdivision and which may arise by reason of circumstances or events occurring prior to the transfer back of the Additional Property by Empire to Transferor. Empire will promptly and diligently take all commercially reasonable actions necessary (or that may be reasonably requested by Transferor) in connection with such subdivision and transfer, provided that if such subdivision shall not be completed within a reasonable time period after the Closing, then Empire and Transferor shall promptly enter into commercially reasonable and customary agreements and arrangements (whether through a ground lease or otherwise), at no profit or loss to Empire, to permit Transferor to develop and/or use the Additional Property in the same manner as if Transferor owned fee title to such Additional Property. The Additional Property shall in no event include the clubhouse and maintenance facilities for the golf courses.
(b) Notwithstanding anything to the contrary herein, Empire shall have the option, upon written notice given to Transferor given not later than sixty (60) days prior to the Closing, to elect not to purchase th...
Retained Property. The Retained Property shall be conveyed to Limoneira (or its designated Affiliate) as soon as possible following the recordation of the Final Tract Map No. 5854 for the Property or other final tact map or parcel map that subdivides the Retained Property as a legal parcel but, in all events, prior to obtaining a Project Loan and commencement of construction activity on the Property. Such conveyance shall not reduce Limoneira's Capital Account or Unreturned Initial Contribution Balance. Limoneira hereby agrees to reimburse the Company for any loss, expense, damage or liability incurred by the Company with respect to the Retained Property, except to the extent caused by any acts or omissions of the Company or Xxxxx (or any Affiliates of Xxxxx) (and except as otherwise set forth in that certain “Retained Property Development Agreement”, as defined in the Contribution Agreement). Any payment made by Limoneira pursuant to the preceding sentence shall be paid by Limoneira in its individual capacity and not in its capacity as a member of the Company and any such payment shall not be deemed a Capital Contribution or loan by Limoneira to the Company, shall not increase Limoneira's Capital Account or Unreturned Additional Contribution Balance, and shall not entitle Limoneira to the recoupment or payment of any interest, charge or other credit or consideration in respect thereof. Limoneira shall also reimburse the Company for any cost incurred by the Company that benefits the Retained Property in accordance with the terms of Exhibit F attached hereto.
Retained Property. Executive shall be entitled to retain his Company provided cellphone, laptop and iPad, provided, however, that Executive agrees that he will forward his laptop to Jxxxx Xxxxxxx at the address set forth in Section 5(b) of the Release of Claims by no later than February 24, 2016 so that the Company may remove from such device all documents and electronic files belonging to the Company from the hard drive. Executive agrees to cooperate with the Company in the removal of such materials, including providing any passwords as may be requested to access the device. The Company agrees to return the laptop to Executive within ten (10) business days after it has received it from Executive in accordance with the terms of this Agreement.
Retained Property. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Seller shall retain all of its right, title and interest in and to each and all of the assets set forth on Schedule 2.2 (collectively, the “Retained Property”), which Retained Property is not a part of the transactions contemplated hereby, whether or not such Retained Property is presently owned by the Company. Seller and Purchaser may amend Schedule 2.2 as necessary to include any specific items of Seller’s which is not owned or used by the Company but were inadvertently omitted from said Schedule. Prior to the Closing Date, Seller shall cause the Company to assign to Seller, Parent or an Affiliate designated by Parent, all right, title and interest of such Company in such Retained Property. All items, whether located at the Company’s Real Property, or otherwise owned by the Company, that constitute Retained Property, may be removed on or prior to the Closing Date or within one hundred twenty (120) days after the Closing Date by Seller, provided that such removal be done at prearranged times so as not to unreasonably disrupt the Company’s operations or customers. Seller acknowledges and agrees that all Liability or Loss associated with the Retained Property and its removal shall be borne exclusively by Seller, and the Seller Indemnifying Parties shall, jointly and severally, defend and indemnify the Purchaser Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of, or relating to the Retained Property or its removal. For the avoidance of doubt, any Liability or Loss incurred by Purchaser in connection with any Retained Property or its removal shall not be subject to the provisions of Section 8.2(c).
Retained Property. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Seller shall retain all of its right, title and interest in and to each and all of the assets set forth on Schedule 2.2 (collectively, the “Retained Property”), which Retained Property is not a part of the transactions contemplated hereby, whether or not such Retained Property is presently owned by the Company. Prior to the Closing Date, the Company shall assign to Parent or an Affiliate designated by Parent, all right, title and interest of the Company in such Retained Property. Moreover, for avoidance of doubt, the Golf Courses are not a part of the Convenience Store Assets or the Company being sold to Purchaser. All items, whether located at the Company’s Real Property, or otherwise owned by the Company, that constitute Retained Property, may be removed on or prior to the Closing Date or within sixty (60) days thereafter by Seller, Parent or any of their respective Affiliates, upon reasonable notice to Purchaser and without material interference to the business of the Company or the Convenience Store. The cost of such removal shall be borne by the Seller and the Seller shall also, at its expense, make any repairs to the property of the Company or the Convenience Store necessitated by such removal to the reasonable satisfaction of Purchaser. Purchaser, and from and after the Closing, the Company, shall take such further actions and provide such further instruments as may be reasonably requested by the MGM Entities to confirm the transfer of the Retained Property from the Company to Parent or its Affiliate and in effecting the removal of any Retained Property from any Real Property.
Retained Property. During the Consulting Period, Alberini shall retain all property of the Company in his possession, including, but not limited to, credit cards, security key cards, telephone cards, car service cards, computer software or hardware, Company identification cards, Company records and copies of records, correspondence and copies of correspondence and other books or manuals issued by the Company.
Retained Property. The parties acknowledge and agree that, except as otherwise specifically provided, nothing set forth herein shall be deemed to impose covenants and/or restrictions on the Retained Property and/or Declarant’s use thereof.
